Emotional responses are regulated by limbic regions of the brain, such as the amygdala, hypothalamus, limbic midbrain, and limbic cortex (anterior cingulate, orbitofrontal, temporal polar, medial temporal). The cytological organization of various limbic structures and their inter-connectivity, suggest that these regions comprise a functional network (Alheid and Heimer 1988). Extracellular recording, electrical stimulation and lesion studies implicate the amygdala and related limbic structures in the expression or modulation of emotional responses LeDoux 1986;McGaugh et al. 1996). Animal and human studies suggest that these same regions modulate autonomic components of emotional responses (Bechara et al. 1995;LaBar et al. 1995;Mangina and Beuzeron-Mangina 1996). Recent functional neuroimaging studies have demonstrated that the amygdala and cortico-limbic structures respond to fearful/aversive stimuli (Irwin et al. 1996;Reiman et al. 1997;Taylor et al. 1998;LaBar et al. 1998;Morris et al. 1999a), perception of facial expressions of fear and disgust (Breiter et al. 1996;Phillips et al. 1997;Whalen et al. 1998) (Morris et al. 1999b).Emotional responses are highly variable and influenced by diverse factors such as arousal, temperament, prior expectation, context and task demands -factors which may affect a controlled experiment. For example, the skin conductance response (SCR) to a social scene will vary depending upon the narrative context in which the scene is viewed (Geen and Rakosky 1973;Lazarus 1984). In a study examining the effects of emotional stimulus content on memory, we noted that amygdaloid activation disappeared when the task changed from rating stimuli to recognizing them, suggesting an effect of task instruction on emotional processing (Taylor et al. 1998). Although our finding was confounded by an order effect, the modulation of emotional responses by cognitive states has been demonstrated in numerous behavioral studies (Folkman and Lazarus 1985;Smith et al. 1993). They were also consistent with observations by Lane and colleagues (1997) that reported a differential pattern of limbic activation when emotional responses were evoked during different cognitive task. Reiman and colleagues (1997) findings of different regional cerebral blood flow (rCBF) patterns associated with memory-generated vs. filmgenerated sadness, also support the notion of cognitive states modulating emotional responses. In this new study, we sought to investigate a hypothesis about one cognitive factor and how it might influence limbic activation.The current [15 O]water positron emission tomography (PET) study was designed to identify components of the limbic brain (extended amygdala, thalamus, hypothalamus) associated with an emotional and psychophysiologic response to aversive pictures. As converging validation, we also simultaneously recorded peripheral autonomic measures of emotional responses (Venables and Martin 1967) and applied a voxel-by-voxel correlation analysis in order to identify regions of the brain controlling t...